Terms and Conditions

These Leaf Terms and Conditions (the “Agreement”) govern your access to and use of the website that Leaf International Corporation (”Leaf,” “we,” or “us”) makes available at https://withleaf.io/ (the “Website”), and the application programming interface (the “Leaf API”) and associated documentation (the “API Documentation”) made available by Leaf on the Website. The Leaf API and API Documentation may be referred to collectively as the “API”, and the Website, Leaf API, and API Documentation may be referred to collectively as the “Services”.

This Agreement applies to each (1) user of the Website, (2) Leaf Customer (defined below) and (3) Authorized User (defined below), each of which are referred to as “you” or “your” in this Agreement.

BY ACCESSING, REGISTERING WITH OR USING THE SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ESTABLISHING A LEAF CUSTOMER ACCOUNT, YOU REPRESENT TO LEAF THAT YOU HAVE AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT, AND YOU AGREE TO THE TERMS OF THIS AGREEMENT ON BEHALF OF LEAF CUSTOMER AND ON BEHALF OF YOURSELF. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT (WITHOUT MODIFICATION), YOU ARE NOT AUTHORIZED TO ACCESS, REGISTER WITH, OR USE THE SERVICES.

LEAF MAY MODIFY THE TERMS OF THIS AGREEMENT FROM TIME-TO-TIME. YOUR CONTINUED ACCESS TO OR USE OF THE SERVICES ON OR AFTER THE EFFECTIVE DATE OF THE MODIFICATIONS TO THE TERMS CONSTITUTES YOUR ACCEPTANCE OF ANY MODIFICATIONS. You will be responsible for reviewing and becoming familiar with any such modifications. IF YOU DO NOT AGREE TO ANY MODIFICATIONS, YOU SHOULD STOP USING THE SERVICES. If, however, you have a separate written agreement with Leaf, including both the Leaf Services Order Form and the Leaf Terms and Conditions, then the modifications to the Agreement will not apply to you.

  1. DEFINITIONS.

1.1. “Authorized User” means any individual or entity that a Leaf Customer authorizes to access and use its Leaf Customer Account.

1.2. “Customer Application” means a software application developed by a Leaf Customer using the API, which may connect with or access third party applications and sources of data.

1.3. “End User” means any end user of a Customer Application.

1.4. “End User Data” means raw data that Leaf may receive and collect via third party applications and sources of data connected with or accessed by Customer Applications. For example, this information could include farm management data, machine data, land data, agronomic data, and weather and climate data.

1.5. “Leaf Customer” means an individual or entity that creates a Leaf Customer Account.

1.6. "Leaf Customer Account" means an account created on the Website.

2. LICENSES AND SUPPORT

2.1. Website. Leaf authorizes you to use the Website (a) to obtain information about Leaf and its products and services, (b) for other purposes expressly permitted by Leaf in writing on the Website, and (c) if you are a Leaf Customer or Authorized User, to manage your Leaf Customer Account(s), in each case to the extent the Website and any features of or content on the Website are made available to you.

2.2. API. If you are a Leaf Customer or Authorized User, Leaf grants you, subject to and conditioned on your compliance with this Agreement, a limited, revocable, non-exclusive, non-transferable, non-sublicensable license, so long as you have a Leaf Customer Account, to: (a) use the Leaf API in developing Customer Applications, and (b) use the API Documentation in connection with your permitted use of the Leaf API. You must obtain a security key (an “API Key”) through a Leaf Customer Account to use and access the API, and may not share your API Key with any third party. For the avoidance of doubt, (y) in the event that a Leaf Customer Account was issued to you for use by or on behalf of an entity, you may share the API Key with others who are authorized to act on behalf of such entity, and (z) you are authorized to use the API only if you have a Leaf Customer Account; otherwise, you are not authorized to use the API.

2.3. Reservation of Rights. We reserve all rights that are not expressly granted. Except as expressly stated in this Agreement, no rights or licenses to any copyright, trademark, patent or other intellectual property right of Leaf or any third party nor any right to any portion of the information or content of the Services shall be granted or implied.

2.4. SLA. Subject to and conditioned on Leaf Customer’s (and each Authorized User’s) compliance with the Agreement, Leaf will use commercially reasonable efforts to provide Leaf Customer the API in accordance with the Service Level Terms, available at https://withleaf.io/service-level-agreement/.

2.5. Support. Subject to and conditioned on Leaf Customer’s (and each Authorized User’s) compliance with the Agreement, Leaf will provide Leaf Customer with reasonable technical support services for the API.

2.6. Modifications. You acknowledge that we may update or modify the Services (including the API) from time-to-time and at our sole discretion (in each instance, an “Update”), and may require you to obtain and use the most recent version of the API. Updates may adversely affect how Customer Applications connect with or access third party applications and other sources of data. You are required to make any changes to the Customer Applications that are required for integration as a result of such Update at your sole cost and expense.

3. ACCOUNTS.

3.1. General. Portions of the Services available to different users may vary. For example, Leaf may provide a Leaf Customer with a Leaf Customer Account that may provide access to information and features (such as the API) unavailable to other Website visitors. You agree not to use or access, or attempt to use or access, any portion of the Services for which you are not intentionally given access to by Leaf.

3.2. Authorized Use. You acknowledge that, if Leaf issues a Leaf Customer Account to you, your Leaf Customer Account is for use only by you and your Authorized Users. You agree not to provide any other person with access to the Services or your Leaf Customer Account, unless Leaf provides written authorization for you to do so. You agree (a) to notify Leaf immediately of any unauthorized access to or use of your Leaf Customer Account or any other breach of security, and (b) to ensure that you exit from your Leaf Customer Account at the end of each session.

3.3. Precautions. You should (a) use caution when accessing your Leaf Customer Account from a public or shared computer so that others are not able to view or record your password or other personal information, and (b) protect your username and password by, among other things, keeping them confidential.

3.4. Responsibility for Leaf Customer Accounts. Leaf Customer will be responsible for all access to, and use of, the Services by any person that uses and/or accesses the Services through its Leaf Customer Account(s) and for any damage Leaf incurs as a result of any act, error, or omission of any such user. Any breach of this Agreement by any person that uses and/or accesses the Services through a Leaf Customer Account shall be considered a breach by Leaf Customer.

4. RESTRICTIONS AND RESPONSIBILITIES

4.1. Restrictions. You will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services; (b) copy, publicly display, distribute, modify, translate, or create derivative works based on the Services (except to the extent expressly permitted in writing by Leaf or authorized within the Services); (c) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (d) remove any proprietary notices or labels; (e) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person; (f) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, except as expressly authorized in Section 1.2 (API) above; (g) attempt to cloak or conceal your identity or the identity of Customer Applications when requesting authorization to use the Services; (h) create frames around the Website’s pages or use other techniques that alter in any way the visual presentation or appearance of the Website or its content; (i) use any data mining, web crawlers, robots, cancelbots, spiders, Trojan horses, or any data gathering or extraction method in connection with your use of the Website except for customary search engines used in accordance with automated instructions directed to search engines and available on the Website; (j) interfere or attempt to interfere in any way with the proper working of the Services or any other user’s experience on or with the Services; or (k) exploit or otherwise take advantage of any security flaws or vulnerabilities that you discover, or otherwise become aware of, in connection with the Services.

4.2. Compliance with Terms and Laws. You agree that you will use the Services only in compliance with this Agreement, the API Documentation and all applicable laws and regulations.

4.3. Equipment. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment and all data stored on the Equipment, and for all uses of the Equipment and such data, whether with or without your knowledge or consent.

4.4. Customer Applications. As between you and us, you are responsible for all of your acts and omissions and those of your Authorized Users and End Users in connection with Customer Applications and the API. Leaf Customer acknowledges and agrees that Leaf Customer is solely responsible for posting any privacy notices and obtaining any consents from its End Users relating to the End User Data and their use of Customer Applications including, without limitation, (a) notices and consents regarding and for the collection, use, maintenance and disclosure End User Data, including collection, use, maintenance and disclosure of information as contemplated in this Agreement and the Leaf Privacy Policy, and (b) any other notices and consents required under applicable laws, rules, and regulations related to their use of Customer Applications and Leaf API. Your collection, use, maintenance and disclosure of information shall at all times comply with the applicable privacy policies provided to such End Users.

4.5. Accurate Information. If you provide any content or information to Leaf, you agree to provide only true, accurate, current and complete content information that you are authorized to provide to Leaf.

5. CONFIDENTIALITY; PROPRIETARY RIGHTS

5.1. Proprietary Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information”). Proprietary Information of Leaf includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Leaf Customer may include non-public data provided by Leaf Customer to Leaf to enable the provision of the Services (“Customer Data”); it does not include End User Data, which is subject to the terms of the applicable Privacy Policy. The Receiving Party agrees: (a) to take reasonable precautions to protect such Proprietary Information from unauthorized use or disclosure, and (b) not to use or divulge (except in performance of the Services or as otherwise permitted herein or in the applicable Privacy Policy) to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information (y) after five (5) years following the disclosure thereof or (z) any information that the Receiving Party can document (i) is or becomes generally available to the public through no fault of the Receiving Party, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party, or (iii) was rightfully disclosed to it by a third party without restriction by such third party, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party, or (v) is required to be disclosed by law.

5.2. Ownership. Leaf Customer (or, as applicable, its Authorized Users) shall own all right, title and interest in and to the Customer Data. Each End User shall own all right, title and interest in and to the End User Data.   Leaf reserves and retains all right, title, and interest in and to (a) the Services (which includes the Website, Leaf API and API Documentation), and (b) any related Output (except for End User Data, which belongs to the End User), software, products, and works created, used, or provided by Leaf for the purposes of this Agreement, and all intellectual property rights therein.

5.3. Collection and Use of Customer Data. Notwithstanding Section 4.2 above or anything in the Agreement to the contrary, Leaf shall have the right to collect and analyze data and other information relating to the provision, use and performance of the Services and related systems and technologies (including, without limitation, Customer Data and End User Data, and data derived from Customer Data, End User Data and any use of the Service) (collectively, “Output”), and Leaf will be free (during and after the Term) to use such information and data in accordance with the Leaf Privacy Policy including, without limitation, to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Leaf offerings, and (b) disclose such data solely in aggregate or other de-identified form in connection with its business and Services .

5.4. Infringement Notification. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the Services and will fully cooperate with us in any legal action taken by us to enforce our intellectual property rights.

5.5. Feedback. Notwithstanding Section 4.2 above or anything in the Agreement to the contrary, if you or any of your Authorized Users sends or transmits any communications or materials to us suggesting or recommending changes to the Services including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (”Feedback”), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and on behalf of your Authorized Users, all right, title, and interest in, and acknowledge we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever. For the avoidance of doubt, we are not required to use any Feedback.

6. PAYMENT OF FEES

6.1. Fees. Leaf Customer will pay Leaf, in accordance with this Agreement, (a) the applicable fees described in the Order Form, (b) the applicable fees agreed upon in writing between Leaf Customer and Leaf (for which an email will suffice), or (c) if no Order Form or other written agreement is reached, the applicable fees specified on the Services (as applicable, the “Fees”). Leaf may, in its sole and absolute discretion, provide you with a free trial (a “Free Trial”) to use the Services, subject to any specified limits (e.g., the length of the Free Trial, any limits on use), in which case (y) you are not responsible for any Fees incurred during the Free Trial, and (z) you agree to pay, beginning at the end of the Free Trial, all Fees applicable to your use of the Services after the end of the Free Trial.

6.2. Fee changes. Leaf reserves the right to (a) change the Fees or applicable charges and to institute new charges and Fees by providing at least thirty (30) days prior notice to Leaf Customer (which may be sent by email to an Authorized User), and (b) charge additional fees for additional services and/or data that you request or otherwise access or use.

6.3. Billing errors. If Leaf Customer believes that Leaf has billed Leaf Customer incorrectly, Leaf Customer must (a) timely pay the undisputed portion of the Fees, in full, on or before the due date, (b) contact Leaf’s customer support department, via email to help@withleaf.io, no later than 60 days after the mailing date of the invoice on which Leaf Customer believes the error appeared, specifying in reasonable detail the basis for the belief that there was an error, and (c) work with Leaf cooperatively and diligently to resolve the dispute as soon as possible. All other Fees will be deemed accepted and approved.

6.4. Billing. Unless the parties agree otherwise in writing, the Fees will be (a) calculated based on Leaf Customer’s use of the Services for each month, beginning on the date that Leaf Customer creates a Leaf Customer Account, and (b) billed monthly. Leaf may choose to bill Leaf Customer (a) through the Leaf Customer Account, in which case payment is due, and Leaf Customer shall make such payment via the Leaf Customer Account, within 30 days of Leaf notifying Leaf Customer of the Fees owed, or (b) by issuing an invoice, in which case full payment for the Fees in the invoices issued in any given month must be received by Leaf thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of Leaf Customer’s right to access or use the Services. Leaf Customer shall be responsible for all taxes associated with the Fees for the Services other than U.S. taxes based on Leaf’s net income.

6.5. Payments. All Fees must be paid in the currency specified by Leaf and via the methods that Leaf may specify from time-to-time.

7. TERM AND TERMINATION

7.1. Term & Automatic Renewal. Unless we agree otherwise in writing, and subject to earlier termination as provided below, the term of this Agreement shall begin on the date that Leaf Customer begins accessing or using the Service or creates a Leaf Customer Account, and continues until terminated as set forth herein.

Either party may terminate the Agreement by providing at least thirty (30) days’ prior written notice of termination.

7.2. Additional Cancellation & Suspension Terms.

(i) By Leaf. We may immediately terminate this Agreement, or terminate or suspend your right to access and/or use a Leaf Customer Account and/or any other rights granted in this Agreement (including any licenses and other rights granted in Section 1 above), in our sole discretion at any time, by providing notice to you or revoking access to the API or Leaf Customer Account (without any notice), in the event that (a) you fail to pay any Fees owed, or (b) you or any Authorized User breaches Section 3 (Restrictions and Responsibilities) or Section 5.1 (Proprietary Information) or infringes or misappropriates any intellectual property rights of Leaf.

(ii) For breach. In addition to any other remedies it may have, either Leaf or Leaf Customer may terminate this Agreement upon written notice, if the other party materially breaches any of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice of such breach.

7.3. Effect of Termination and Suspension.

(i) Upon termination of this Agreement, for any reason, all licenses and rights granted to you above will also terminate and you must cease using the Services (including, without limitation, your Leaf Customer Account and the API) and destroy and permanently erase from all devices and systems you directly or indirectly control all copies the API Documentation and any Proprietary Information of Leaf.

(ii) Termination will not relieve Leaf Customer of the obligation to pay Fees accrued or payable to Leaf, and Leaf Customer shall pay all Fees owed, in full, for the Services up to and including the last day on which the Services are provided.

(iii) Upon any termination, Leaf will use commercially reasonable efforts to make all Customer Data available to Leaf Customer for electronic retrieval for a period of thirty (30) days, in a manner and form selected by Leaf, but thereafter Leaf may, but is not obligated to, delete all information and content in your Leaf Customer Account and any Customer Data. Notwithstanding the foregoing, Leaf reserves the right to retain and use such information and content as contemplated in this Agreement and the Leaf Privacy Policy, and as necessary to comply with its legal obligations, resolve disputes and enforce this Agreement.

(iv) You agree that, if your license or other authorization to use any of the Services is suspended, you will not thereafter access, or attempt to access, the relevant Services, directly or indirectly, until your suspension is removed and Leaf gives you express notice thereof.

7.4. All sections of this Agreement which by their nature should survive termination of this Agreement will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. Termination of this Agreement (or any rights granted to you hereunder) will not limit any of Leaf’s rights or remedies at law or in equity.

8. COLLECTION AND USE OF INFORMATION. We may collect certain information through the Services. By accessing, using, and providing information to or through the Services, you consent to all actions taken by us with respect to your information in compliance with this Agreement and the applicable version of the Leaf Privacy Policy, currently available at https://withleaf.io/privacy-policy.

9. SECURITY. Notwithstanding the foregoing or anything else in this Agreement, information transmitted on the Internet and/or stored on systems attached to the Internet such as ours is not 100% secure. As a result, we do not ensure, warrant or guarantee the security or integrity of such information. We will not be responsible for disclosure or misuse of any information due to errors in transmission or the unauthorized acts of third parties.

10. LINKING.

10.1. Links to the Website. Subject to the further provisions of this Section 9, Leaf welcomes links to the Website from other websites. If Leaf demands that you not link to the Website, or any portion of the Website, you agree that you will not, directly or indirectly, link to the Website or such portion of the Website as directed in Leaf’s demand, at any time after such demand is made.

10.2. Links to Other Websites/Services. Leaf may provide hyperlinks to other websites and Internet resources operated by parties other than Leaf. Leaf has no control over such websites and resources or their privacy policies (which may be different than Leaf’s Privacy Policy). Such hyperlinks are provided for your reference only. The inclusion of hyperlinks to such websites does not imply any sponsorship, affiliation or endorsement of the content on such websites or with their operators.

11. AVAILABILITY; WARRANTY DISCLAIMER

11.1. Leaf shall use reasonable efforts to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Leaf or by third-party providers, or because of other causes beyond Leaf’s reasonable control, but Leaf shall use reasonable efforts to provide advance notice (in writing, by e-mail or on the Services) of any scheduled disruption to the availability of the Services.

11.2. NOTWITHSTANDING THE FOREGOING, Leaf does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. THE SERVICES ARE PROVIDED “AS IS” AND LEAF DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LEAF MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

12. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, LEAF AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS OR PROFITS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THE USE OR INABILITY TO USE THE SERVICES; (C) FOR ANY MATTER BEYOND LEAF’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO LEAF FOR THE SERVICES UNDER THESE TERMS IN THE 12 MONTHS PRIOR TO THE ACT OR EVENT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT LEAF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. INDEMNIFICATION. You agree to indemnify, defend, and hold harmless Leaf and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to (a) your use or misuse of the Services, (b) your breach of this Agreement, and (c) Customer Applications, including any End User’s use thereof. In the event we seek indemnification or defense from you under this provision, we will notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent.

14. EXPORT REGULATION. The Services may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You will not, directly or indirectly, export, re-export, or release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services available outside the US.

15. FORCE MAJEURE. Leaf will not be liable for any failure to fulfill its obligations under this Agreement if that failure is caused, directly or indirectly, by communications failure, a natural calamity or act of God, interruption in water, electricity, heating or air conditioning (depending on the season), acts of terrorism, riots, civil disorders, rebellions or revolutions, acts of government, a pandemic or quarantine, embargoes, denial of service attacks, strikes or other labor disputes affecting vendors or subcontractors and for which Leaf is not responsible, or any other similar cause beyond its reasonable control.

16. MISCELLANEOUS.

16.1. If any provision of this Agreement is found to be unenforceable, illegal or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

16.2. This Agreement is not assignable, transferable or sublicensable by Leaf Customer except with Leaf’s prior written consent. Leaf may transfer and assign any of its rights and obligations under this Agreement without consent.

16.3. These Leaf Terms and Conditions (as modified by Leaf from time-to-time) and, if applicable, any Leaf Services Order Form executed by Leaf and Leaf Customer, are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Leaf Customer purchase order or in any other Leaf Customer order documentation will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void. Except for modifications to this Agreement posted on the Services, all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

16.4. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Leaf Customer does not have any authority of any kind to bind Leaf in any respect whatsoever.

16.5. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws and provisions, and any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted in the federal courts of the United States or the courts of the State of California in each case located in the city of San Diego and County of San Diego, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

16.6. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notwithstanding anything in the Agreement to the contrary, you hereby consent to receiving electronic communications from us that may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.